Item 5.07
Submission of Matters to a Vote of Security Holders.
Endologix, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, August 5, 2019 at 8:00 a.m., Pacific Time, at its principal corporate headquarters located at 2 Musick, Irvine, California 92618.
As of June 19, 2019, the record date for the Annual Meeting, the Company had 17,351,352 shares of its common stock outstanding and entitled to vote, of which 13,887,306 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote at the Annual Meeting.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on July 8, 2019 (the “Proxy Statement”).
Proposal No. 1
: The Company’s stockholders elected each of the three director nominees named below to serve as Class III directors, for a three-year term expiring at the annual meeting of stockholders in 2022, or until each of their respective successors is duly elected and qualified.
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Name of Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Gregory D. Waller
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10,055,595
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480,025
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3,351,686
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Thomas C. Wilder, III
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7,701,863
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2,833,757
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3,351,686
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Thomas F. Zenty, III
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7,701,270
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2,834,350
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3,351,686
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Proposal No. 2
: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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5,552,169
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4,969,991
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13,460
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3,351,686
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Proposal No. 3
: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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13,833,686
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19,846
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33,774
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0
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Proposal No. 4
: The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2015 Stock Incentive Plan (as amended, the “2015 Plan”), to increase the total number of shares of common stock reserved for issuance under the 2015 Plan by 2,500,000 shares, or from 1,630,000 shares to 4,130,000 shares.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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6,636,187
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3,885,689
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13,744
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3,351,686
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Proposal No. 5
: The Company’s stockholders approved an amendment to the 2015 Plan to provide that the number of shares available for grant under the 2015 Plan will be reduced by one share of common stock (instead of
by one-and-six-tenths (1.6) shares of common stock) for each share of common stock granted under the 2015 Plan pursuant to a restricted stock award, stock payment award or restricted stock unit award.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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8,889,508
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1,632,230
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13,882
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3,351,686
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Proposal No. 6
: The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2006 Employee Stock Purchase Plan (as amended, the “ESPP”) to increase the total number of shares of common stock reserved for issuance under the ESPP by 500,127 shares, or from 455,873 shares to 956,000 shares.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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10,366,014
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156,854
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12,752
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3,351,686
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Proposal No. 7
: The Company’s stockholders approved the adoption of the stock option exchange program, as described in the Proxy Statement.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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7,216,754
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3,305,123
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13,743
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3,351,686
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